These rules are for 2E games. Ultimate Powers book replaces the Powers chapter in the Core book. Players should note that none of the rules are set in stone; and for the right concept, the rules can be altered.

AbilitiesCharacters are allowed to have tradeoffs up to 1/2*PL (rounded down) for Attack and Defense shifted characters and 1/3*PL for Damage and Toughness shifted characters. You may have different tradeoffs for different attacks if you choose.

A minimum of 1/3 (rounded up) of a character's total Attack and Defense bonuses must come from Base Attack and Base Defense, rather than feats like Attack Focus or Dodge Focus.

Grappling bonus is limited to 2.5*PL, except for Move Object, which is restricted to 2*PL. Growth modifers apply to this limitation.

SkillsSkill Challenges from the Masterminds Manual are allowed, for the most part. Any challenges that become abusive will be disallowed.

Stealth: A Stealth check to hide immediately after moving all-out or attacking suffers a -20 penalty. This means using Stealth in the same round as, but after, an attack incurs a -20 Penalty, even with Hide in Plain Sight. A challenge can be used to counter 5 of this penalty only.

FeatsThe option from the Masterminds Manual to take Skill Challenges as Feats is in effect.

Accurate/All-Out/Defensive/Power Attack: These exist as maneuvers available to all characters, but they can only shift the values by +/-2. Characters with these feats can shift the values by up to +/-5, up to the base effect. These Feats may be used to initiate a grapple, but not once grappling has been started.

Combining these feats can only be performed by someone who has both Feats. The free versions can not be combined. When combining the feats, the maximum of +/-5 applies to both Feats, so if you use +/-2 for All Out Attack, you can only use +/-3 for Power Attack. You can override this and use +/-5 for both Feats for a single round by using Extra Effort.

Chokehold: Chokehold is no longer an additional effect ontop of a Pin. If you have the Feat, you may select Chokehold as one of the possible effects on a successful Grapple.

Critical Strike: Critical Strike does not require Favored Opponent. You still, however, need to define a group that it applies to; you just don't need to buy the Favored Opponent Feat to buy this Feat.

Evasion: Evasion now provides a +2 Reflex save vs area effects and Evasion 2 provides a +5 Reflex save vs area effects. It no longer adjusts the damage beyond tkaing half damage for a successful save.

Fearless: Fearless only applies to uses of Intimidate. Lionhearted may be purchased. For total fearless, buy Immunity 5 (fear effects).

Improved Critical: This Feat is limited to 3 ranks for a single attack.

Improved Grab: This only allows you to initiaite a grapple after a successful melee attack. You may not perform any of the results from a successful grapple until the following round.

Last Stand: This feat from Mecha and Manga is expressly allowed.

Luck: PCs can have a maximum number of ranks in this feat equal to 1/3*PL (rounded down). PCs with Luck Control can purchase additional ranks of Luck as a power feat of Luck Control, as long as their total ranks in Luck from all sources do not exceed 1/2 their PL.

Online Research: This feat from Mecha & Manga is explicitly allowed.

Speed of Thought: This feat from the Masterminds Manual is explicitly allowed.

Withstand Damage: This feat from Mecha & Manga is explicitly denied.

The following Optional Combat Feats from Materminds Manual are not allowed: Crushing Pin, Defensive Strike, First Strike, Improved Flank, Oathbound, and all Optional Opportunity Feats. Optional Proficiency Feats are not used.

PowersAlternate Form: Increasing the Action to use this power is a -1pp per step Drawback, not a -1pp/rank per step Flaw. (Since Alternate Form is not something one normally activates multiple times per combat -- in most cases, you activate it at the start of a fight and do not turn it off until you're done -- requiring a longer time to active it is not as big a hindrance as it would be for Attack effects like Blast, which would be used almost every round.)

Concealment: Increasing the Action to use this effect is a -1pp per step Drawback, not a -1pp/rank per step Flaw. (See Alternate Form for the reasoning.)

Create Object: Along with Move Object, this is one of the only powers in this game which is "soft-capped." Your ranks in the Create Object power are not capped at your PL. However, the saving throw DC provoked by any attempt to trap a foe in a Created Object or drop a Created Object on a foe is subject to the character's PL caps for damage. Create Object can be used to "trap" opponents, but not Entangle or Bind them. The "shrinking sphere" rule is not an exception. Players should buy Snare as an Alternate Power if they want this effect.

Density: Increasing the Action to use this effect is a -1pp per step Drawback, not a -1pp/rank per step Flaw. (See Alternate Form for the reasoning.)

Drain: If an object's Toughness is reduced below -5 by a Drain Toughness effect, then that object is Destroyed.

Growth: Increasing the Action to use this effect is a -1pp per step Drawback, not a -1pp/rank per step Flaw. (See Alternate Form for the reasoning.) Buying less than 4 ranks of Growth is not allowed. Players should just adjust their stats and declare their height within the Medium range.

Illusion: The Damaging Extra may be purchased for Illusion. Only half of the damage done is healed upon discovery that it was all an illusion.

Immunity: See "Descriptor Frequencies" below for a detailed cost breakdown of Immunities by descriptor frequency. Immunity 5 (Interaction Skills) does not include Sense Motive. Immunity to Fatigue Effects does not make you immune to the fatigue caused by Extra Effort.

Insubstantial: Increasing the Action to use this effect is a -1pp per step Drawback, not a -1pp/rank per step Flaw. (See Alternate Form for the reasoning.)

Luck Control: Elric's FEAT Ultimate Defense (Luck Control (force opponent to reroll- Limited: only attack rolls, and only against you) is allowed.

Morph: Metamorph Feat is expressly banned.

Move Object: Along with Create Object, this is one of the only two powers in this game which is "soft-capped." Your power rank is not subject to PL caps. However, any damage inflicted by throwing Moved Objects is subject to the character's PL caps for damage. Grappling is likewise capped.

Nullify: The 3PP/rank version of Nullify, "All Powers, regardless of Descriptors," is banned.

Regeneration: Regeneration from the Unconscious condition is banned. Regeneration faster than a Standard action is banned.

Shrinking: The +Normal Abilities extra does not exist. +Normal Movement and +Normal Toughness are Feats, not Extras. Increasing the Action to use this effect is a -1pp per step Drawback, not a -1pp/rank per step Flaw. (See Alternate Form for the reasoning.)

Summon (Animate Object, Duplication, Gestalt, Machine Animation, etc.): A Minion/Sidekick, whether purchased with feats or Summoned, cannot have a PP total higher than the hero. If the character concept involves a "minion" in service to a less powerful entity, then the more powerful "minion" is the Hero, and the "boss" is purchased as a Minion/Sidekick.

Summon may have its Duration bought up to Continuous, but Summon may not have the +Independent extra. The +Heroic extra is allowed, but only if it applies to ONE Summoned being. A character can have up to one Sidekick. A Gestalt can have up to two +Heroic components. In other words, no player can control more than two heroic characters at once.

The Progression (Minions) feat is allowed for Summon powers, but is capped at rank 2 (5 Minions).

Minions (attained either via the feat or via the Summon power) may use the Aid and Combined Attack actions (but see "Combined Attack" under Combat, below). Combined Attacks from Minions only give +1 bonus.

Super-Senses: This is a clarification of how Super-Senses works, assembled from the core rulebook, Ultimate Power, and many of Steve Kenson's posts on the Official M&M Forums.

Some sense types have certain Super-Sense extras by default. Infravision costs 1PP instead of 5PP because Visual senses are already +Accurate, +Acute, and +Ranged. But any Concealment/Dazzle/etc. that hits "all Visual senses" hits Infravision along with Normal Vision.

Mental Sense TypeDefault Extras: None.PCs start with: Normal Mental (the byproduct of having INT, WIS, and CHA all at 1+, and the reason you have the Sense Motive skill).Examples of other Mental Senses: Psychic Blindsight (Mental Sense, +Accurate, +Acute, +Radius, +Ranged, 6PP).Special: Sense Motive may be used instead of Notice for mental senses.

Radio Sense TypeDefault Extras: +Acute, +Radius, +Ranged.PCs start with: None.Examples of Radio Senses: Radio (1PP, lets you pick up radio signals like an antenna), Radar (Radio Sense, +Accurate, 3PP).

So, as you can see, when choosing a sense type for a Super-Sense (such as "Detect Life" or "Detect Magic"), there's a tradeoff. If you choose "Visual," then you get a bunch of Super-Sense extras "for free," but the sense also gets bypassed or taken out by the most common type of sensory powers (Concealment, Dazzle, Illusion, Obscure, etc.), Visual. If you choose "Mental," it starts with none of the Super-Sense extras by default, but almost nothing Conceals or Obscures against Mental senses.

•Penetrates Concealment: By default, the +Penetrates Concealment (4PP) extra of Super-Senses can see through any obstacle (but not effects like Concealment, Illusion, or Obscure). You do need to define "one reasonably common substance" which you cannot see through. For a +1 Extra (i.e. 8PP), you may purchase it without the built-in limitation.

•Postcognition and Precognition may be purchased, but automatically have the Flaw Uncontrolled at no cost.

Teleport: Teleport may not be purchased faster than a Move action. High end Teleporters will be scrutinized.

Transform: Transform has the potential of creating a lot of others effects. These effects will be, at best, 1/2 Transform rank, unless the appropriate Alternate Power is purchased. For example, if a player Transforms an opponent's clothes into something combustible in the presence of oxygen, the damage will only be 1/2 the Transform rank, unless a Damage AP is purchased.

ModifiersAffects Objects: If a Construct is hit by a Fortitude effect with the +Affects Objects extra, it gains a Reflex save in place of the Fortitude save.

Autofire: Autofire is limited to one rank; the second and third are not permitted.

Improved Critical: This Feat is limited to 3 ranks for a single attack.

Insidious: This modifier is a 1PP power feat, not a +1PP/rank extra.

Progression (Save DC): Powers which are not normally Attack effects, but which become so through the application of the +Attack extra or -Saving Throw flaw, such as Concealment or Luck Control, can have the DC of their saving throws increased by +1 per rank with the Progression feat. Progression may not be purchased on Dazzle. Progression purchased on Drains will be scrutinized.

Requires Grapple: Powers with this Flaw do not operate in conjunction with a Pin maneuver. Instead, the power becomes another optional effect for a successful Pin. Powers with this Flaw may not be used the round Grappling is initiated.

Subtle: Subtle for the Communication and the ESP powers works as stated in ULTIMATE POWER.

For all other effects, Subtle works as follows: Subtle 1 requires a DC 20 Notice check to be detected by normal senses, but is noticed automatically by appropriate Awareness/Detect super-senses. Effects with Subtle 2 cannot be detected by normal senses, but can be noticed by an appropriate Awareness/Detect super-sense if the observer makes a DC 20 Notice check.

Power Structures (Arrays, Containers, Variables)Increasing the Action required to activate or reconfigure an Array or Container is a Drawback, not a Flaw. Modifying the Action required to reconfigure a Variable Power is still a Flaw, up to Full Round action.

Fortune feats (feats which require the use of a Hero Point) cannot be folded into Arrays or acquired with Variable Powers. They must be purchased as stand-alone, always-active traits, whether they are normal feats or enhanced feats.

Other Feats and Skills in general are not explicitly forbidden from being acquired with VPs or folded into arrays as Enhanced Trait APs, but this sort of thing is not encouraged and will be watched closely.

Immunities over 2 points are explicitly forbidden from being acquired with VPs or folded into arrays. Multiple related 1 and 2 point Immunities may be grouped together into a VP or array (i.e. Life Support).

Container: Container do not need to be purchased in 5pp intervals. However, the power rank of the container is still the total points divided by 5, round up at 3pp and 8pp breaks. Limitations (including Devices) are applied at that level.

Arrarys: All Alternate Powers in an Array must have the same final cost (or lower) of the final cost of the base array, after Flaws are applied. This applies to Dynamic arrays, the final cost of all the powers in use can not exceed the final cost of the main array. This rule includes any power or structure (i.e. containers) that have alternate powers.

Variable Power: Powers built upon the Variable Power structure, such as Shapeshift or Mimic, cannot be Alternate Powers in an array. VPs are already effectively arrays with an infinite number of APs, and one of the balancing things of the versatility of a VP is the big overhead cost; when you bury it in an Array, the cost is effectively meaningless, because when you don't need the versatility you simply switch the Array and convert all that overhead cost into another, higher-ranked power.

Variables may not be purchased to Free Action. Variables can not be used to purchase Arrays, either.

If you submit a character with a VP, you must list a few sample configurations on the character sheet.

Drawbacks

Holding Back: This drawback from Hero High is banned.

Nagging Injury: These drawbacks from Agents of Freedom are allowed on a case-by-case basis, although most of them are considered Uncommon, Minor drawbacks worth 1PP.

Nightmares: This drawback from Mecha & Manga is explicitly allowed.

ConstructsAny character without a Constitution score is considered a Construct. Constructs are by definition objects and not living creatures.

All Constructs must purchase the 30PP Immunity to Fortitude Effects at character creation. Otherwise, their lack of a CON score would kill them. Constructs do not suffer nonlethal damage conditions, such as Bruised or Staggered. Any nonlethal damage suffered by a Construct (or an inanimate object) is automatically converted to lethal damage (so a Construct who suffers a Bruise from nonlethal combat damage would suffer an Injury instead).

However, if an attack is incapable of inflicting lethal damage, as the result of a drawback, then it is incapable of harming a Construct (since the attacker cannot choose to inflict lethal damage).

Constructs can be Stunned by combat damage. Constructs can use Extra Effort by immediately expending an HP.

If a Construct is hit by a Fortitude effect with the +Affects Objects extra (which overrides their Fortitude Immunity), it gains a Reflex save in place of the Fortitude save. Inanimate objects, on the other hand, get no saving throw and suffer the maximum possible effect (with the exception of Devices, whose wearers/wielders can make saves on their behalf, as detailed in the Combat chapter).

CombatAll damage from all sources (combat, falling, knockback, etc.) is considered to be Nonlethal unless otherwise specified. Players may declare an attack is lethal by default when the character is built. Players may take a Drawback to restrict an attack to Non-Lethal or Lethal. Attacks that are exclusively Non-Lethal do not harm Constructs.

Accurate/All-Out/Defensive/Power Attack: These mechanics (see the Feats of the same name in the core rulebook) exist as options for all characters, but they can only shift the values by +/-2. Characters who invest into the eponymous feats, however, can shift the values by up to +/-5. You may use this to initiate a grapple, but not after grappling has been started.

Aggressive/Defensive Stance: These maneuvers no longer exist.

Charge: This maneuver changes from a Full Action where you move at double-speed in a straight line and then attack, to a Standard Action where you move at your speed in a straight line and then attack. This allows you to take an unrestricted Move Action beforehand if you wish, to set up the charge, and makes the clause about surprise rounds unnecessary.

Charge (Standard Action): Charging allows you to move and attack in a single Standard Action. You must move at least 10 feet and may move up to your normal speed. You must stop as soon as you are within striking range of your target (you can't run past the target and attack from another direction). After moving, you may make a single melee attack, with a +2 attack bonus. You suffer a –2 Defense penalty for 1 round (until your next action).

Critical Hits: A critical hit (defined as a roll of a natural 20 on an attack, which would have hit the target's Defense even were it not a natural 20) can have one of the following 3 effects, chosen by the player when the critical hit is rolled:

-Increased Effect: The critical hit increases the difficulty to resist the attack's effect by +5.

-Added Effect: The critical hit adds another effect onto the attack, but its effective rank is 0, so the saving throw DC is just the base value (15 for Damage, 10 for other attack powers). The added effect can be anything the player can reasonably describe and justify as adjunct to the original effect: Nauseate or Stun (useful for all sorts of "gut checks," blows to the head or vitals, etc.), Dazzle (blood in the eyes, boxing the ears, etc.), or Drain (Drain Dex via striking the hamstrings or a "nerve cluster", Drain Con for a particularly savage wound), to name a few. The GM decides if the effect suits the circumstances of the attack. The target makes saves against the attack's initial and added effects separately.

-Alternate Effect: The critical hit results in an alternate effect for the attack, like a use of Extra Effort for a power stunt, except the character suffers no Fatigue as a result. This option can represent a "lucky" attack that does something completely different, like blinding a target, or imposing some other condition.

Grappling: Once grappling has started, characters must win an opposed Grappling check to engage in melee or ranged combat. Intended actions need to be declared before the grappling check is made to account for modifiers, such as Improved Pin. Improved Grab only allows you to initiaite a grapple after a successful melee attack. You may not perform any of the results from a successful grapple until the following round. Certain powers, depending on their descriptor, may be used without winning a Grapple check to attack the person being grappled.

The combat does not need to be with the opponent grappled. Winning the grappling check only guarantees a "hit" for melee attacks against the opponent being grappled. All other attacks still require a to hit roll. Powers that do not require an attack roll can be used without winning the grapple check, but area powers are assumed to cover all grapplers, regardless of the area type. Grappling only ends when one character chooses to escape the grapple (not pin) and wins the grapple check, or both characters decide to end the grapple.

Trade Off Feats may be used to initiate a grapple, but they may not be used by a character actively engaged in grappling.

This rising star of the 21st Century hit the milenium with a bang. Introducing new refining methods that reduced pollution of the average car by 40%, there stock sky rocketed. CEO Gary Sanzel seemed the perfect blend on leadership, charm, and creativity. No oil company CEO was so loved by the general public.

In 2002, United Petroleum introduced multiple initiatives into renewable energy, including reducing all of their facilities into zero-carbon footprint. Public opinion was riding high. There was talk of putting Gary Sanzel on the Presidental ballot as Vice President for the 2008 Election..

In Spring 2009, the first of three oil rig accidents in the Gulf of Mexico occurred. Each accident was deemed the worst oil disaster in world's history. United Petroleum immediately took responsibility for each accident and spent untold resources on cleanup and reparations.

In fall of 2010, United Petroleum announced the formation of a new superhero team dedicated to the Gulf Coast region. Citing the slow response of the Freedom League and other heroes to the disasters, Sanzel setup tryouts all over the country looking for the best of the best superheroes as only the Gulf Coast deserved.

A facility was built and an independent council was setup to manage this team. Interestingly enough, it was this act by Sanzel that heralded the fall of United Petroleum.

Thoman Merkin started his own publishing business at age 19 while still in college, and sold it two days after graduation for over $250 million. Since then, he has started six different companies, in different industries, and each has sold for $500 million or more. He is semi-retired at 48, and taken to more philanthropic pursuits. He was placed on the Council in charge of the team's finances.

Thomas found indiscrpencies in the team funds. As he began to look further, the whole house of cards came tumbling down. Not just the team's finances, but the entire United Petroleum empire. It's really unclear how Sanzel was able to embezzel the billions of dollars from the company and the employees retirements funds, but in the end; the company had nothing. Almost overnight the stock fell off the NYSE, and Sanzel disappeared.

Allison Winters, head of the Olympia Wildlife Foundation, and Merkin stepped in with personal funds in an effort to help the company employees. They bought up all the outstanding stock and Merkins was names CEO in an effort to save the company.

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Blaze and Olympia were quite the super duo. Their personalities were opposite of what you would expect, the fire controller Blaze was generally the calm one, while the Amazonian Olympia was the firey hothead. Olympia was also a serious envirnonmentalist, sometimes bordering on eco-terrorism. Together, Blaze and Olympia were a very popular duo; young, attractive, fighting for good causes - few people ever realized they were more than just good friends.

When Jason Torres, CEO os Glytech Incorporated, an industrial manufacturer, was targetted by Olympia; the corrupt business man took action. He tricked Olympia to engage Gamma, the Atom Smasher. Gamma beated Olympia severely and exposed her to lethal doses of radiation. Blaze found her moments before her death.

Nobody is clear about what exactly happened next. What is known is that Blaze teamed up with her ex-costumed hero brother, captured Gamma, and confronted Torres on the roof of Glytech's corporate office. Torres threw himself off the building when confronted with the evidence the brother-sister team had gathered. At least that is the story that they tell. The security cameras on the roof were knocked out, and nobody else saw exactly what happened. There is a lot of speculation about what really happened on the roof.

Olympia had a major life insurance policy, which Blaze decided should be used to carry on her life's work. She retired from superhero life and started the Olympia Foundation. With the Olympia Foundation, Allison (Blaze) fought for the environment and wildlife with the same zeal as Olympia herself had done. Her favorite target was United Petroleum and CEO Gary Sanzel.

While most of the UP projects were legitimate, Allison was able to uncover many dirty secrets. She was convinced that everything was a sham and Sanzel was just covering it up. Allison definitely took everything with UP and Sanzel very personally. There are rumors about a drunken one night stand while Blaze and Olympia were having a big fight. Allison would never talk about it, and anybody looking into it ran into huge stone walls - sometimes literally.

When UP had the three oil accidents, Olympia Foundation began a massive campaign against them. When Sanzel began the Gulf Coast Guardians project, he approached Allison about being on the Council. Allison refused until Sanzel offered to let her choose the entire Council. She selected the members of the Council and put an old friend, Jamey Roberts in charge.

After the team's rocky start, they completed their first mission and gave Allison some serious dirt on Sanzel. She in turn began blackmailing Sanzel into using his personal funds to support the Olympia Foundation as well as several other charities. Sanzel was just finishing up some final details to make his disappearance, so he played along until he was ready.

When Sanzel vanished and UP almost compltely collapsed, Allison and Thomas Merkins stepped in to help the workers and keep the huge company's total collapse from rocking the economy to much.

Allison still runs Olympia Foundation and has nothing to do with the new Gulf Coast Guardians team, nor does she want to.

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For hundreds of years, the Council has aided the Master Mage in his fight against evil. Each Master Mage has come to realize that they are unable to deal with all the magical threats themselves, that small things will fall through the cracks. The Council handles those small things.

The Council is made up of Hunters and Magi. Hunters are the physical arm of the Council, used as frontline fighters, foot soldiers and bodyguards by the Council.They primarily had great physical skills with minor arcane abilities. The Magi are the true power of the Council. Masters of Magic, they use the supernatural's own abilities against them. The Hunter's motto is "Our blood for their freedom" while the Magi's motto is "Their blood for our freedom" While the primary meaning is clear, it also denotes a sense of sacrafice in the Hunter's while it portrays a hint of Savagery from the Magi.

Head of the Council is Emile Fontaine, a French men descended from royal blood. Very Prejudice and quite the snob, he finds the Hunters to be tools of the Council and not actual people. His powers are said to rival Adrian Eldrich. There is some rumors that he may be involved in some of the recent disappearances of Magi and Hunters who have spoken out against him. He seems to have a personal issue with Stephyn Parthenos - the Shadow Mage Wraith, and has devoted more than "acceptable" amount of resources to bringing him down and destroying him. A few rumors even suggest he is angling for the big chair.

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The original team was formed as part of Gary Sanzel's major marketing campaign in an effort to distract attention from his financial inproprieties at United Petroleum. Meant to fail from the start, the attack by Dr Death's mercenaries almost caused this. Sanzel underestimated the tenacity of Allison Winters, especially when her brother showed up because she was injured at the same press conference.

With all but one of the original team members leaving, replacements where chosen and the team took down Dr Death and the psionic monster he turned one of his underlings into. After several successful missions, the truth about Sanzel and United Petroleum was revealed. Allison, Mike, and Jamey tried to keep the team going. but they broke down into arguing with each other causing all three to walk away.

Nearly a year after the original press conference, the Freedom League brought the members of the Guardians back together, with a few other members as part of a new expansion program. They set up a new headquarters for the team, cleared things with AEGIS, granting them the highest levels of clearance.

Brought together by the Silver Storm, the Sentinels started out with Mars as their benefactor. After a series of adventures leading them off-world, the Sentinels returned to Emerald City and became the city's protectors - as well as the West Coast.

After some time, the team began to chaff under Mars; Rook and Ultramarine took the team out of their own. However, both the city government and AEGIS resisted this independent team's efforts, and the team eventually broke down due to lack of clear leadership.

During the Freedom League's expansion, they brought the Sentinels back together, cleared the difficulties with the city and AEGIS, and put Ultramarine in charge. The team has once again become Emerald City's protectors and the most successful team on the West Coast.

The Grue Invasion of Earth began over a year ago, when the Meta-Mind was overthrown by a mysterious new force. This force gave them technology to become perfect duplicates of humans, completely undetectable by any means. The plan was simple, replace as many of the superhumans on Earth as possible, as well as key military personnel. Then start a full scale invasion and have the Grue infiltrators, now with super powers, create as much chaos as possible.

Normally, the change of power in the Grue Empire would not be known to people of Earth, except for a fevered dream of a hero known as Foresight. Too many images flooded his dream, he needed more experienced help. He went to the only woman he trusted with second sight better than his own, Lady Tarot. Alicia went into the deepest trance and Sloane recorded everything she said. Unfortunately, what she saw drove her insane.

Foresight recognized the images, and he knew of only one group who could deal with this. He approached the Freedom League and told them of the visions. Skeptical at first, the League took the information trying to decide what to do with it.

Several months later, a Major Tarkin working at the Pentagon was caught committing treason and detained by AEGIS. The League was brought in when the Major revealed himself to be a Grue. This was just like the vision Foresight came to them with. The Grue's plan was to turn the heroes against each other by revealing that the Grue were among them. The League moved the Grue spy to a secret location with telepathic dampers to prevent him from communicating with the Unity.

The League went to Foresight hoping for more information. He gave them the fevered ranting Lady Tarot has been making since she first peered into this window. Not only did she give them descriptions of all the Grue infiltrators, she also gave them a description of the new Meta-Mind.

Knowing they would need help, and also restrict the movements of the Grue infiltrators. They started several new super-team; four where filled with Grue infiltrators and put in out of the way places. Two more teams were put together, the Emerald City Sentinels and the Gulf Coast Guardians. These two would lead the assault against the Grue Invasion, while the League made plans for the bigger threat.

While the Sentinels were tasked with finding the main Grue force on the mainland, the Guardians were tasked with tracking down the mobile beachhead, somewhere in the Atlantic Ocean. The Guardians followed one of the teams comprising of Grue infiltrators to their assignment and managed to stop the prison break without the Grue finding out and then followed them to the beachhead - a floating island used to prep Grue infiltrators.

However, the island was currently in the Bermuda Triangle which not only stopped all telepathic communication, it also stopped all connections with the Grue Unity, leaving the soldiers stuck in their human personality. The Guardians were able to stop the few Grue awake on the island and keep it from leaving the Triangle, just averting the massive invasion.

Omega was ready to return to Earth 411 and destroy it once and for all. Only now there were more heroes than ever and they were more organized than ever. So he hatched a scheme to cause the heroes of Earth to be distracted and fight among themselves.

First, he destroyed the Grue Meta-Mind and took his place. He instructed the Grue to invade Earth, giving them technology to go undetected, take on super powers, and even become perfect infiltrators with a mental programming that would connect them to the minds of the one they are copying and even believe they are that person.

As the Grue Invasion began the infiltration phase, Omega planned to attack Earth 411 right as the Invasion reached the climax. What he did not know was a Earth hero saw the Grue Invasion and his hand in it.

The Freedom League planned to stop Omega's invasion, they contacted the Atom Family and began working on a plan to stop Omega. They knew the invasion would require more firepower, but also that there were being watched. So they were able to work an arrangement with the President for full pardons for the Crine League if they helped. Just seeing Captain Thunder humble himself and ask for his help caused Dr Stratos to agree.

However, while running a test of some Grue infiltrators against heroes in Houston, the Gulf Coast Guardians, Omega's conection to the invasion was revealed, causing him to move forward ahead of schedule. He started the invasion early and prepared for a contingency plan.

As the Invasion began, Omega also started his attack. The Freedom League, the Crime League, and the Atom Family battled the forces of Omega while Adrian Eldritch and Medea fought with Omega on the astral plane. Dadelus had to hurry to finish his device on the battlefield which would send Omega into the Zero Zone.

Unfortunately, the contingency plan was Physician Friendly breaking into Centurion's Sanctum and freeing Alpha Centurion from the Zero Zone. Not caring about his former master, but instead wanting revenge against the League for trapping him there. He rushed to the battlefield and laid waste to the the heroes present, leaving most of them dead.

With the timely arrival of the Gulf Coast Guardians and the accidental freeing of an insane Ultiman, the surviving heroes had a chance to enact their plan. Not only did the heroes succeed, they defeated all of Omega's Annihilists, trapping them all in the Zero Zone with their master.

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Thought dead, the world was shocked to see the Freedom League emerge from a crashed spaceship on national television. The League appeared to be kidnap victims of the same alien invaders who had just recently been thwarted in their Invasion attempt. On hand were the Gulf Coast Guardians and Director Powers of AEGIS, confirming the identity of the Earth's most powerful heroes. Who the heroes were that sacrificed their lives a week earlier is still a mystery.

At least to anyone other than the Guardians and Director Powers.

The League that emerged from the crashed spaceship were in fact the Anti-Earth counterparts, Tyranny Syndicate. They used Grue technology to give themselves the original League's memories from recording the Grue made a year prior.

The Guardians and Director Powers were sent to Anti-Earth while the Syndicate began moving their own people in to take over the world. However, the Guardians escaped and beat their own doppelgangers before returning to Earth with Director Powers. Not able to effectively incarcerate the Syndicate, the decision was made to have the Syndicate replace the League. Using the same Grue technology, the Guardians overwrote the memories and personalities of the Syndicate members with those of the League. Director Powers swore the Guardians to secrecy.

As a result, the Immortal's efforts to form a new Freedom League run by him were halted, and he was forced to move on to other plans...

After three days of mourning, the Council assembled to decide on a new Master Mage. Eric Wayneright presented a magical message left behind by Adrian Eldrich saying that the next master Mage would be Stephyn Parthenos,the Guardain Wraith. The Council was more then a little upset over a man possessed by a demon being chosen to defend the Universe against all sorts of extraplanar threats. None moreso than Fontaine, who had been trying to destroy Wraith from the moment he saw the vision of the shadow mage wearing Eldrichs' clothes. He used Wraith's absense to try to push the Council to select someone.

Fontaine had many supporters, but those who did not support him felt the Master Mage needed to be someone the Council controlled. So they wanted to choose someone who weaker and would be more dependent on the Council. Some of those felt Wraith would be a good choice in this, others were unsure. When Wraith returned to this world, he and the team were immediately brought before the Council. Fontaine, sensing the Council moving against him, agreed to the 3 day recess that Eric had requested before Wraith and company returned.

Fontaine knew that a demon was moving against him and had managed to acquire a Sphere of Annihilation. He had spent much of his resources to build his own Ring of the Sphere to protect himself for whenever the demon made her move. When Wraith returned to the Council and told of an encounter with the demon and the deal Fontaine had originally made with her, the Council decided to interrogate this demon. Fontaine knew what was coming, but he saw it as his only way to seize control and permanently eliminate all of his problems.

So when the Council confronted the demon, she released the Sphere and used her ring to drain off the power of the Council members. Fontaine revealed his ring, drained half of the power away as well. Wraith was temporarily protected by an amulet planted on him by Eric, who brought the Guardians to the scene. Wraith removed the ring from the demon who immediately fled. Fontaine battled the Guardians but Red Hat exploited his ego and he wasted his stolen powers. On the verge of defeat, he decided if he could not rule, then he would be known for destroying this Universe. He cast and ancient and powerful spell in an area depleted of all magic by the Sphere, causing a tear in the fabric if reality. Wraith proved himself the new Master Mage by sealing the tear and keeping reality from ending.

All of the Council dead, Eric would reveal that Eldrich left a plan to a new group who would not sit and plan, but actually take action. These new Mystic Troubleshooters would work out of Eldrich's old Sanctum and be advised by Eric and Wraith. Eric went about selecting members for this group.